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EXHIBIT 10.4 PROMISSORY NOTE

Promissory Note

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FTS Group, Inc

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Title: EXHIBIT 10.4 PROMISSORY NOTE
Governing Law: Pennsylvania     Date: 1/26/2007
Industry: Apparel/Accessories     Sector: Consumer Cyclical

EXHIBIT 10.4 PROMISSORY NOTE, Parties: fts group  inc
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EXHIBIT 10.4

PROMISSORY NOTE

$ 240,000.00 January 22, 2007

FOR VALUE RECEIVED FTS Group, Inc., a Nevada corporation, having a place

of business at 7610 West Hillsborough Avenue, Tampa, Florida 33615 (the "Payor")

hereby unconditionally promises to pay, without defalcation or offset and except

as may otherwise be provided, without notice or demand, to the order of

Whalehaven Capital Fund Limited, and/or its successors, assigns, heirs and

personal representatives having an address at c/o FWS Capital Ltd., 3rd Floor,

14 Par-Laville Road, Hamilton, Bermuda HM08 ("Payee"), or at such other place as

the holder hereof may from time to time designate in writing, the principal sum

of Two Hundred Forty Thousand and No/100 ($240,000.00) Dollars, in lawful money

of the United States of America in accordance with the terms of this Note.

ARTICLE 1 PAYMENT TERMS

Payor agrees to pay sums due under this Note in installments as follows:

(a) Payment Terms; Term of the Loan. Commencing on the third (3rd) day of

May, 2007 (the "First Payment Date"), and continuing monthly thereafter, a total

of six (6) equal payments each in the sum of Sixteen Thousand Five Hundred

Dollars ($16,500) and monthly thereafter a total of six (6) equal payments each

in the sum of Twenty-Three Thousand Five Hundred Dollars ($23,500) (the

"Installments").

(b) Maturity. On April 3, 2008 (the "Maturity Date"), this Note shall

mature and the entire unpaid principal balance hereof, and all other sums which

may be due and payable shall become due and payable in full.

(c) Place and Manner of Payments. All payments (including prepayments) to

be made in respect of principal, interest or other amounts due from Payor

hereunder shall be payable by 2:00 p.m., Eastern time, at Payee's address set

forth on page 1 of this Note (or such other address as Payee may designate from

time to time) on the day when due. Such payments shall be made to Payee in

lawful money of the United States of America in funds immediately available at

such office without setoff, counterclaim or other deduction of any nature. Any

such payment received by Payee after 2:00 p.m., Eastern time, on any day shall

be deemed to have been received on the next succeeding Business Day (as

hereinafter defined). Whenever any payment to be made under this Note or any

other Loan Document shall be stated to be due on a day which is not a Business

Day, such payment shall be made on the next following business Day and such

extension of time shall be included in computing interest, if any, in connection

with such payment. To the extent permitted by law, after there shall have become

due beyond all applicable cure periods (by acceleration of otherwise) any other

amounts due from Payor hereunder or under, such amount shall bear interest for

each day until paid (before and after judgment), payable on demand, at the

Default Rate (as hereinafter defined).

<PAGE>

(d) Application of Payments. All payments shall be applied to the

reduction of principal.

ARTICLE 2 INTEREST

The Note shall bear interest at a rate of twenty percent (20%) or Two

Hundred Thousand Dollars ($200,000) which shall be paid in the form of an

original issue discount to the Note.

ARTICLE 3 DEFAULT AND ACCELERATION

Upon the occurrence of an Event of Default (as defined in the Stock

Purchase Agreement of January 3, 2006): (a) the entire unpaid balance of the

Loan, and all other sums paid by any holder hereof to or on behalf of Payor, or

any successor in interest to the Payor, pursuant to the terms of this Note,

together with late charges thereon, including interest at the Default Rate as

applicable, at the option of Payee or the then holder hereof and without notice,

shall become immediately due and payable, and one or more executions may

forthwith issue on any judgment or judgments obtained by virtue hereof; and (b)

Payee or the then holder hereof may exercise all of its rights and remedies

provided it in the Stock Purchase Agreement, at law or in equity. No failure on

the part of any holder hereof to exercise any of the rights hereunder or under

the Stock Purchase Agreement shall be deemed a waiver of such rights or of any

Event of Default hereunder or thereunder.

Payor hereby releases Payee from all errors and defects whatsoever in

entering an action on account of such Event of Default and any judgment obtained

pursuant thereto.

ARTICLE 4 DEFAULT INTEREST

Notwithstanding the stated Interest Rate above, from and after the date of

any Event of Default (as hereinafter defined) until such Event of Default is

cured, and after the maturity hereof, the Loan shall bear interest at a rate per

annum equal to the highest interest rate permitted under the laws of the

Commonwealth of Pennsylvania (the "Default Rate"); which Default Rate shall be

effective before and after judgment.

ARTICLE 5 LATE CHARGE

In addition to the foregoing, in the event any installment of principal is

not paid within ten (10) days of the due date thereof, Payor shall, upon demand,

pay a late charge on the over due Installment(s), only as determined by Payee,

not to exceed five (5%) percent of any such overdue payment, as compensation for

the additional services resulting from such overdue payment, which "late charge"

shall be payable on demand. This charge shall be in addition to, and not in lieu

of, any other remedy Payee may have and is in addition to any fees and charges

of any agents or attorneys which Payee is entitled to employ upon the occurrence

of any default hereunder, whether authorized herein, or by law.

<PAGE>

ARTICLE 6 PREPAYMENT

Payor shall have the right to prepay the principal indebtedness, in whole

or in part, at anytime without penalty.

ARTICLE 7 STOCK PURCHASE AGREEMENT

This Note evidences the amount payable by Payor hereunder. This Note is

secured by and entitled to the benefits of its pro-rata portion of 10,000 common

shares of See World Satellites Inc. deposited with the escrow agent pursuant to

the terms of the Escrow Agreement.

ARTICLE 8 TAXES AND REVENUE STAMPS

If at any time the United States Government, the Commonwealth of

Pennsylvania, or any subordinate political subdivision thereof, or any

department or bureau thereof shall require Internal Revenue stamps, assess a

personal property tax, or levy any similar tax, fee or assessment on this Note,

then and in such event upon demand from Payee, the Payor shall pay for same; and

upon default in such payment within fifteen (15) days after demand for same, the

holder of this Note may pay for such stamps and add the amount so paid to the

principal debt evidenced by this Note and secured by the Stock Escrow Agreement,

and said additional principal shall bear interest at the Default Interest Rate.

If any law or ordinance adopted hereafter imposes a tax on the holder hereof

with respect to this Note, the holder shall have the right at its election from

time to time to require Payor, upon thirty (30) days notice, to pay such tax

and, if not so paid, the holder hereof may pay such sum, which sum shall

thereafter be added to the principal debt evidenced by this Note and secured by

the Stock Escrow Agreement, and said additional principal shall bear interest at

the Defa


 
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